UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Noah Holdings Limited |
(Name of issuer)
| ORDINARY SHARES |
(Title of class of securities)
| 65487X102 |
(CUSIP number)
| 12/31/11 |
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
xRule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP No. 65487X102 | Page 2 of 12 Pages |
| (1) |
Names of reporting persons
SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3514012 | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
4,646,840 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
4,646,840 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
4,646,840 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
16.6% | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13G
| CUSIP No. 65487X102 | Page 3 of 12 Pages |
| (1) |
Names of reporting persons
SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (“SCC PTRS I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-4387549 | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
533,950 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
533,950 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
533,950 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
1.9% | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13G
| CUSIP No. 65487X102 | Page 4 of 12 Pages |
| (1) |
Names of reporting persons
SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (“SCC PRIN I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-4887879 | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
719,210 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
719,210 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
719,210 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
2.6% | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13G
| CUSIP No. 65487X102 | Page 5 of 12 Pages |
| (1) |
Names of reporting persons
SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. (“SCC MGMT I”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3348112 | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
5,900,000 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
21.1% | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
SCHEDULE 13G
| CUSIP No. 65487X102 | Page 6 of 12 Pages |
| (1) |
Names of reporting persons
SC CHINA HOLDING LIMITED (“SCC HOLD”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
5,900,000 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
21.1% | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
SCHEDULE 13G
| CUSIP No. 65487X102 | Page 7 of 12 Pages |
| (1) |
Names of reporting persons
SNP CHINA ENTERPRISES LIMITED (“SNP”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
BRITISH VIRGIN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
5,900,000 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
21.1% | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
SCHEDULE 13G
| CUSIP No. 65487X102 | Page 8 of 12 Pages |
| (1) |
Names of reporting persons
NAN PENG SHEN (“NS”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
HONG KONG SAR | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
5,900,000 shares of which 4,646,840 shares are directly held by SCC I, 533,950 shares are directly held by SCC PTRS I and 719,210 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
5,900,000 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
21.1% | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
SCHEDULE 13G
| CUSIP NO. 65487X102 | Page 9 of 12 Pages |
ITEM 1.
(a) Name of Issuer: Noah Holdings Limited
(b) Address of Issuer’s Principal Executive Offices:
6th Floor, Times Finance Center
No. 68 Middle Yincheng Road
Pudong, Shanghai 200120
People’s Republic of China
ITEM 2.
| (a) | Name of Persons Filing: |
Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
Sequoia Capital China Management I, L.P.
SC China Holding Limited
SNP China Enterprises Limited
Nan Peng Shen
SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I. SNP is the Director of, and wholly owns, SCC HOLD. NS is the Director of, and wholly owns SNP.
| (b) | Address of Principal Business Office or, if none, Residence: |
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SCC MGMT I, SCC I, SCC PTRS I, SCC PRIN I, SCC HOLD: Cayman Islands
SNP: British Virgin Islands
NS: Hong Kong SAR
| (c) | Title of Class of Securities: Ordinary Shares |
| (d) | CUSIP Number: 65487X102 |
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
SCHEDULE 13G
| CUSIP NO. 65487X102 | Page 10 of 12 Pages |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ]
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
SCHEDULE 13G
| CUSIP NO. 65487X102 | Page 11 of 12 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 7, 2012
Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
By: Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
General Partner of Each
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
SC China Holding Limited, a Cayman Islands limited liability company
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen | ||||
SNP China Enterprises Limited
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen, Owner and Director | ||||
| /s/ Nan Peng Shen | ||
| Nan Peng Shen | ||
SCHEDULE 13G
| CUSIP NO. 65487X102 | Page 12 of 12 Pages |
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the ordinary shares of Noah Holdings Limited, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 7, 2012
Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
By: Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
General Partner of Each
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen |
Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen |
SC China Holding Limited, a Cayman Islands limited liability company
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen |
SNP China Enterprises Limited
| By: | /s/ Nan Peng Shen | |||
| Nan Peng Shen, Owner and Director |
| /s/ Nan Peng Shen |
| Nan Peng Shen |